CIC Capital Ltd Equity Arrangement (0879V)
December 09 2013 - 10:17AM
UK Regulatory
TIDMCICC
RNS Number : 0879V
CIC Capital Ltd
09 December 2013
CIC Capital Ltd.
("CICC" or the "Company")
CICC secures up to GBP3.6 million equity investment
Highlights:
-- Provides CICC with additional working capital.
-- Funding provided by New York based fund, Bergen Global Opportunity Fund, LP.
-- Staged funding intended to minimise effect of potential dilution to existing shareholders.
The Company announces that it has entered into a share purchase
and convertible securities deed (the "Deed") with Bergen Global
Opportunity Fund, LP ("Bergen"), an institutional investment fund
managed by Bergen Asset Management, LLC, a New York asset
management firm, in connection with a private placement of up to
GBP3,350,000 worth of new common shares in the Company (the
"Shares").
The Shares will (subject to the satisfaction of certain
conditions) be issued in 12 approximately monthly tranches, and the
Company will make an announcement of the issue of each tranche of
Shares (each, a "Tranche"). The initial Tranche will be in respect
of GBP50,000 worth of Shares. Each of the 11 remaining Tranches
will be in respect of GBP50,000 worth of Shares, although the
Company and Bergen may agree to increase any Tranche to up to
GBP300,000.
Additionally, Bergen has agreed (subject to the satisfaction of
certain conditions) to subscribe for a security convertible into
Shares (the "Convertible Security"), in the amount of GBP250,000,
shortly.
The Company will make an announcement when the Convertible
Security is issued and then when the Convertible Security is
converted in whole or in part and will specify in such announcement
the relevant conversion price, which will be set (at Bergen's
election) by reference to (a) 90% of the average of three daily
volume-weighted average prices of the Shares on AIM during a
specified period preceding the date of the conversion of the
Convertible Security and (b) GBP0.04. The Company will make an
announcement each time a Tranche is issued and will specify in such
announcement the number of Shares subscribed by Bergen and the
subscription price. The number of Shares to be subscribed by Bergen
will be calculated (at Bergen's election) by reference to (a) 90%
of the average of three daily volume-weighted average prices of the
Shares on AIM during a specified period preceding the issuance of
the Tranche and (b) GBP0.04, save that (b) may only apply in
relation to in relation to Tranches of, in aggregate,
GBP500,000.
The Company will additionally have the right to terminate the
Deed at any time and not to issue the remaining Tranches on payment
of a termination fee.
Application will be made to the London Stock Exchange for any
Shares issued and allotted pursuant to the Deed to be admitted to
trading on AIM.
In connection with the Deed, the Company has allotted,
conditional on admission to trading on AIM ("Admission") to Bergen
2,512,500 Shares as the initial fee and has granted Bergen
13,750,000 warrants to subscribe for an equivalent number of new
Shares at an exercise price of GBP0.04. The warrants will expire if
not exercised within 36 months. The Company has applied for
Admission of the Shares, and this is expected to become effective
on or about 13 December 2013. The Deed also provides for an
issuance to Bergen of warrants in the number equal to 40% of the
number of Shares to be issued in relation to a Tranche, at the time
of the issue of such Shares. All warrants issued under the Deed
will have an exercise period of 36 months from the date of issue
and will entitle their holder to subscribe for one Share per
Warrant at the exercise price of GBP0.04.
Application will be made to the London Stock Exchange for any
Shares to be issued and allotted on exercise of the Warrants or
conversion of the Convertible Security to be admitted to trading on
AIM.
The proceeds for the issue of the Shares and the Convertible
Security (if issued) will be used by the Company for general
working capital purposes.
As at today's date, the Company has 187,686,846 Shares in issue
with each Share carrying the right to one vote. There are no Shares
currently held in treasury. The total number of voting rights in
the Company is therefore 187,686,846 and this figure may be used by
shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest in, or a
change to their interest in, the Company under the by-laws of the
Company.
Enquiries
CIC Capital Ltd Nominated Adviser
Stuart Bromley Cairn Financial Advisers
Tel: +86 136 0113 1912 LLP
Tony Rawlinson
Tel: +44 (0) 207 148
7900
About CIC Capital Ltd
The Company is a consulting and advisory company, operating
primarily in the mining and energy infrastructure sectors. The
Company seeks to provide consulting and advisory services to
entities operating at various stages of resource development, and
the exclusive right to control the public listing process of any
client company if the client company is an unlisted company.
The core services provided by CIC Capital Ltd. are: the Advisory
Service which provides a range of technical, project management,
strategic and commercial services; the Strategic Investment Service
which helps companies source investment from industry partners for
which the Company will typically receive an equity interest; and
Advice on Listings where the Company helps the client realise value
by listing on a Stock Exchange.
About Bergen Asset Management LLC
Bergen Global Opportunity Fund, LP (the "Fund"), is managed by
Bergen Asset Management LLC, a New York-based asset management
company. The Fund invests in high-growth public and private
companies in a range of industries around the world.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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